333 Duckworth Street

St. John’s, NL A1C 1G9 www.vulcanminerals.ca

MANAGEMENT INFORMATION CIRCULAR

as at OCTOBER 31, 2025

This management information circular (“Information Circular”) is furnished in connection with the solicitation of proxies by management of Vulcan Minerals Inc. (the “Company”) for use at the annual general meeting (the “Meeting”) of shareholders of the Company (the “Shareholders”) to be held on Friday, December 5, 2025 and any adjournment thereof, for the purposes set forth in the attached Notice of Annual General Meeting of Shareholders. Except where otherwise indicated, the information contained herein is stated as of October 31, 2025

In this Information Circular, references to the “ Company ” and “ we ” refer to Vulcan Minerals Inc. “ Common Shares ” means common shares without par value in the capital of the Company. “ Registered Shareholders ” means Shareholders whose names appear on the records of the Company as the registered holders of Common Shares. “ Non-Registered Shareholders ” means Shareholders who do not hold Common Shares in their own name. “ Intermediaries ” refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Non-Registered Shareholders.

GENERAL PROXY INFORMATION

Solicitation of Proxies

The solicitation of proxies will be primarily by mail, but proxies may be solicited personally or by telephone by directors, officers and regular employees of the Company. The Company will bear all costs of this solicitation. We have arranged to send meeting materials directly to Registered Shareholders, as well as Non-Registered Shareholders who have consented to their ownership information being disclosed by the Intermediary holding the Common Shares on their behalf (non-objecting beneficial owners). We have not arranged for Intermediaries to forward the meeting materials to Non-Registered Shareholders who have objected to their ownership information being disclosed by the Intermediary holding the Common Shares on their behalf (objecting beneficial owners) under National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”). As a result, objecting beneficial owners will not receive the Information Circular and associated meeting materials unless their Intermediary assumes the costs of delivery.

Appointment and Revocation of Proxies

The individuals named in the accompanying form of proxy (the “ Proxy ”) are officers of the Company or solicitors for the Company. If you are a Registered Shareholder, you have the right to attend the meeting or vote by proxy and to appoint a person or company other than the person designated in the Proxy, who need not be a Shareholder, to attend and act for you and on your behalf at the Meeting. You may do so either by inserting the name of that other person in the blank space provided in the Proxy or by completing and delivering another suitable form of Proxy.

If you are a Registered Shareholder you may wish to vote by proxy whether or not you are able to attend the Meeting in person. Registered Shareholders electing to submit a proxy may do so by completing, dating and signing the enclosed form of proxy and returning it to the Company’s transfer agent, Computershare Trust Company of Canada (“ Computershare ”), in accordance with the instructions on the Proxy.

In all cases you should ensure that the Proxy is received at least 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting or the adjournment thereof at which the proxy is to be used. A Registered Shareholder may also vote by internet as disclosed in the enclosed proxy.

Every Proxy may be revoked by an instrument in writing:

• (i) executed by the Shareholder or by his/her attorney authorized in writing or, where the Shareholder is a company, by a duly authorized officer or attorney of the company; and

• (ii) delivered either to the registered office of the Company at any time up to and including the last business day preceding the day of the Meeting or any adjournment thereof, at which the Proxy is to be used, or to the chairman of the Meeting on the day of the Meeting or any adjournment thereof,

or in any other manner provided by law.

Only Registered Shareholders have the right to revoke a Proxy. Non-Registered Shareholders who wish to change their vote must, at least seven days before the Meeting, arrange for their respective Intermediaries to revoke the Proxy on their behalf. If you are a Non-Registered Shareholder, see “ Voting by Non-Registered Shareholders ” below for further information on how to vote your Common Shares.

Exercise of Discretion by Proxyholder

If you vote by proxy, the persons named in the Proxy (the “ Proxyholder ”) will vote or withhold from voting the Common Shares represented thereby in accordance with your instructions on any ballot that may be called for. If you specify a choice with respect to any matter to be acted upon, your Common Shares will be voted accordingly. The Proxy confers discretionary authority on the persons named therein with respect to:

• (i) each matter or group of matters identified therein for which a choice is not specified,

• (ii) any amendment to or variation of any matter identified therein,

(iii) any other matter that properly comes before the Meeting, and

• (iv) the exercise of discretion of the Proxyholder.

In respect of a matter for which a choice is not specified in the Proxy, the persons named in the Proxy will vote the Common Shares represented by the Proxy for the approval of such matter. Management is not currently aware of any other matters that could come before the Meeting .

Voting by Non-Registered Shareholders

The following information is of significant importance to Shareholders who do not hold Common Shares in their own name. Non-Registered Shareholders should note that the only Proxies that can be recognized and acted upon at the Meeting are those deposited by Registered Shareholders.

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If Common Shares are listed in an account statement provided to a Shareholder by an Intermediary, then in almost all cases those Common Shares will not be registered in the Shareholder’s name on the records of the Company. Such Common Shares will more likely be registered under the name of the Shareholder’s Intermediary or an agent of that Intermediary. In the United States, the vast majority of such Common Shares are registered under the name of Cede & Co. (the registration name for as the Depository Trust Company, which acts as nominee for many U.S. brokerage firms), and in Canada, under the name of CDS & Co. (the registration name for the Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms).

If you have consented to disclosure of your ownership information, you will receive a request for voting instructions from the Company (through Computershare). If you have declined to disclose your ownership information, you may receive a request for voting instructions from your Intermediary if they have assumed the cost of delivering the Information Circular and associated meeting materials. Every Intermediary has its own mailing procedures and provides its own return instructions to clients. However, most Intermediaries now delegate responsibility for obtaining voting instructions from clients to Broadridge Financial Solutions, Inc. (“ Broadridge ”) in the United States and in Canada.

If you are a Non-Registered Shareholder, you should carefully follow the instructions on the voting instruction form received from Computershare or Broadridge in order to ensure that your Common Shares are voted at the Meeting. The voting instruction form supplied to you will be similar to the Proxy provided to the Registered Shareholders by the Company. However, its purpose is limited to instructing the Intermediary on how to vote on your behalf.

The voting instruction form sent by Computershare or Broadridge will name the same persons as the Company’s proxy to represent you at the Meeting. Although as a Non-Registered Shareholder you may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of your Intermediary, you, or a person designated by you (who need not be a Shareholder), may attend at the Meeting as Proxyholder for your Intermediary and vote your Common Shares in that capacity. To exercise this right to attend the meeting or appoint a Proxyholder of your own choosing, you should insert your own name or the name of the desired representative in the blank space provided in the voting instruction form. Alternatively, you may provide other written instructions requesting that you or your desired representative attend the Meeting as Proxyholder for your Intermediary. The completed voting instruction form or other written instructions must then be returned in accordance with the instructions on the form.

If you receive a voting instruction form from Computershare or Broadridge, you cannot use it to vote Common Shares directly at the Meeting – the voting instruction form must be completed as described above and returned in accordance with its instructions well in advance of the Meeting in order to have the Common Shares voted.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

No person or company has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting other than the election of directors or the appointment of auditors. For the purpose of this paragraph, “person” shall include each person: (a) who has been a director, senior officer or insider of the Company at any time since the commencement of the Company’s last fiscal year; (b) who is a proposed nominee for election as a director of the Company; or (c) who is an associate or affiliate of a person or company as defined in paragraph (a) or (b) above.

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RECORD DATE AND QUORUM

The board of directors of the Company (the “ Board ”) has fixed the record date for the Meeting as the close of business on October 31, 2025 (the “ Record Date ”). Shareholders of record as at the Record Date are entitled to receive notice of the Meeting and to vote their Common Shares at the Meeting, except to the extent that any such Shareholder transfers any Common Shares after the Record Date and the transferee of those Common Shares establishes that the transferee owns the Common Shares and demands, not less than ten (10) days before the Meeting, that the transferee’s name be included in the list of Shareholders entitled to vote at the Meeting, in which case, only such transferee shall be entitled to vote such Common Shares at the Meeting.

Under the Bylaws of the Company, the quorum for the transaction of business at a meeting of Shareholders is five percent (5%) of the Common Shares entitled to vote at a meeting of Shareholders present in person or by proxy, irrespective of the number of persons actually present at the Meeting.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The Company’s authorized capital consists of an unlimited number of Common Shares without nominal or par value. On the Record Date there were 129,309,265 Common Shares issued and outstanding, with each share carrying the right to one vote. Only Shareholders of record at the close of business on the Record Date will be entitled to vote by proxy at the Meeting or any adjournment or postponement thereof. There are currently no preferred shares issued and outstanding.

To the knowledge of the directors and executive officers of the Company, as of the date of this Circular, no person or company beneficially owns, or controls or directs, directly or indirectly, Common Shares carrying 10% or more of the votes attached to Common Shares.

PARTICULARS OF MATTERS TO BE ACTED UPON

To the knowledge of the Company’s directors, the only matters to be placed before the Meeting are those set forth in the accompanying Notice of Meeting and discussed below.

Presentation of Financial Statements

The annual financial statements of the Company for the financial year ended December 31, 2024, together with the auditor’s reports thereon, will be placed before the Meeting. The Company’s financial statements are available under the Company’s profile on the System For Electronic Data Analysis and Retrieval + (“ SEDAR+ ”) at www.sedarplus.ca.

Election of Directors

The Company proposes to fix the number of directors of the Company at four (4) and to nominate the persons listed below for election as directors. Each director will hold office until the next annual general meeting of the Company or until his/her successor is elected or appointed, unless his/her office is earlier vacated. Management does not contemplate that any of the nominees will be unable to serve as a director.

The Company has an advance notice policy (the “ Advance Notice Policy” ). Among other things, the Advance Notice Policy fixes a deadline by which shareholders must submit a notice of director nomination to the Company prior to any annual or special meeting of shareholders and sets forth the information that a shareholder must include in the notice to the Company. A copy of the Advance Notice Policy is available under the Company’s profile on SEDAR+ at www.sedarplus.ca.

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The following table sets out the names of the management’s nominees for election as directors; their positions and offices in the Company; their principal occupation, business or employment; the period of time that they have served as directors of the Company; and the number of Common Shares which each beneficially owns or over which control or direction is exercised.

Notes :

(1) The information as to principal occupation, business or employment and Common Shares beneficially owned or controlled or directed is not within the knowledge of management of the Company and has been furnished by the respective nominees. Unless otherwise stated above, any nominees named above have held the principal occupation or employment indicated for at least the five preceding years.

(2) 515,984 Common Shares are owned by Triassic Properties Ltd., a company controlled by Patrick Laracy.

(3) Member of the Audit Committee of the Company.

(4) Member of the Compensation Committee.

(5) 1,100,000 Common Shares are owned by Dollard Investments Ltd., a company controlled by Fraser Edison.

New Proposed Director – Peter Mercer

Peter Mercer, P. Geo, is a seasoned mining executive with more than 20 years of experience advancing mineral projects from discovery through permitting, construction, operations, and closure. He currently serves as Vice President, Advanced Projects for American Pacific Mining Corp., and President of Constantine North Inc., where he leads the advancement of a major copper-zinc project in Southeast Alaska. His work includes strategic growth planning, sourcing external and critical mineral funding, and guiding regulatory and stakeholder engagement across multiple jurisdictions.

Mr. Mercer has served as a director for several publicly listed companies, chairing Corporate Governance and Compensation Committees and contributing to audit and technical oversight. A registered Professional Geoscientist, he is recognized for enabling responsible resource development and sustainable value creation through strong technical leadership, operational improvement, financial discipline, and collaborative engagement.

Corporate Cease Trade Orders or Bankruptcies

Other than as disclosed below, to the knowledge of the Company, no proposed director of the Company:

• (a) is, as at the date of this Information Circular, or has been, within 10 years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company (including the Company) that:

• (i) was subject to an order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer, or

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• (ii) was subject to an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer,

• (b) is, as at the date of this Information Circular, or has been within 10 years before the date of this Information Circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets;

Mr. Peter Mercer was an officer of Rambler Metals and Mining Canada Limited (“RMMCL”) in 2022 when that company entered into Companies’ Creditors Arrangement Act (“CCAA”). RRMCL was not a publicly listed company but was 100% owned by Rambler Metals and Mining PLC (on the London AIM exchange).

• (c) has, within the 10 years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director or executive officer;

• (d) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

• (e) has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

For the purposes of section (a) above, “ order ” means:

• (i) a cease trade order;

• (ii) an order similar to a cease trade order; or

(iii) an order that denied the relevant company access to any exemption under securities legislation,

that was in effect for more than 30 consecutive days.

Appointment of Auditor

At the Meeting, Shareholders of the Company will be asked to approve the appointment of the auditor of the Company. Management is recommending that Shareholders vote to re-appoint MNP LLP located at Suite 201, 1090 Topsail Road, Mount Pearl, Newfoundland and Labrador, A1N 5E7, as auditor of the Company to hold office until the next annual general meeting of Shareholders, or until its successor has been appointed, and to authorize the directors to fix the remuneration of the auditor.

Re-Approval of 2022 Stock Option Plan

The 2022 stock option plan (the “ 2022 Plan ”) was re-approved by Shareholders at the November 1, 2024 annual general meeting.

At the Meeting, Shareholders will be asked to consider re-approving the 2022 Plan.

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The purpose of the 2022 Plan is to provide an incentive to directors, officers, employees and consultants to acquire a proprietary interest in the Company, to continue their participation in the affairs of the Company, to increase their efforts on behalf of the Company, and to reward or compensate their contributions towards the long-term goals of the Company.

As of the Record Date, the Company had 9,600,000 stock options issued and outstanding pursuant to the 2022 Plan.

The following summary of the material terms of the 2022 Plan does not purport to be complete and is qualified in its entirety by reference to the 2022 Plan. Shareholders may obtain a copy of the 2022 Plan from the Company prior to the Meeting on written request.

Eligible Participants. Options may be granted under the 2022 Plan to directors and senior officers of the Company or its subsidiaries, management company employees, employees of the Company or its subsidiaries, or consultants of the Company or its subsidiaries. The Board, in its discretion, determines which of the directors, officers, employees or consultants will be awarded options under the 2022 Plan.

Number of Common Shares Reserved. The number of Common Shares which may be issued pursuant to options granted under the 2022 Plan may not exceed 10% of the issued and outstanding Common Shares at the date of granting of options. Options that are exercised, cancelled or expire prior to exercise continue to be issuable under the 2022 Plan.

Limitations. Under the 2022 Plan, the aggregate number of options granted to any one person (including companies wholly-owned by that person) in a 12-month period must not exceed 5% of the issued and outstanding Common Shares, calculated on the date the option is granted. The aggregate number of options granted to any one consultant in a 12-month period must not exceed 2% of the issued and outstanding Common Shares, calculated at the date the option is granted. The aggregate number of options granted to all persons retained to provide investor relations services to the Company (including consultants and employees, or directors or officers whose role and duties primarily consist of providing investor relations services) must not exceed 2% of the issued and outstanding Common Shares in any 12-month period, calculated at the date an option is granted to any such person. Disinterested shareholder approval will be required for any grant of options which will result in the number of options granted to “Insiders” (as defined in the Securities Act (British Columbia)) as a group at any point in time or within a 12-month period exceeding 10% of the issued and outstanding Common Shares.

Exercise Price. The exercise price of options granted under the 2022 Plan is determined by the Board, provided that it is not less than the discounted market price, as that term is defined in the TSX Venture Exchange (“ TSXV ”) policy manual, or such other minimum price as is permitted by the TSXV in accordance with the policies in effect at the time of the grant, or, if the Common Shares are no longer listed on the TSXV, then such other exchange or quotation system on which the Common Shares are listed or quoted for trading. The exercise price of stock options granted to Insiders may not be decreased without disinterested Shareholder approval at the time of the proposed amendment.

Term of Options. Subject to the termination and change of control provisions noted below, the term of any options granted under the 2022 Plan is determined by the Board and may not exceed ten (10) years from the date of grant. Disinterested Shareholder approval will be required for any extension to stock options granted to individuals that are Insiders at the time of the proposed amendment.

Vesting. All options granted pursuant to the 2022 Plan will be subject to such vesting requirements as may be prescribed by the TSXV, if applicable, or as may be imposed by the Board. Options issued to persons retained to provide investor relations activities must vest in stages over 12 months with no more than one-quarter of the options vesting in any three-month period.

Dividend entitlement. The 2022 Plan does not include any dividend entitlement to participants. If participants were entitled to receive options in lieu of dividends declared by the Company, and if the Company did not have sufficient unallocated options available to satisfy the obligation, then the Company may settle those entitlements with cash.

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Termination. Any options granted pursuant to the 2022 Plan will terminate upon the earliest of:

• (a) the end of the term of the option;

• (b) on the date the holder ceases to be eligible to hold the option (the “ Cessation Date ”), if the Cessation Date is as a result of dismissal for cause;

• (c) one year from the date of death or disability, if the Cessation Date is as a result of death or disability;

• (d) 90 days from the Cessation Date, if the Cessation Date is as a result of a reason other than death, disability or cause;

• (e) on such other date as fixed by the Board, provided that the date is no more than one year from the Cessation Date, if the Cessation Date is as a result of a reason other than death, disability or cause; or

• (f) 30 days from the Cessation Date, if the optionee was engaged in investor relations activities.

Exercise of Options. The exercise price of an option must be paid in cash.

Adjustments. Any adjustment to stock options granted or issued (except in relation to a consolidation or share split) will be subject to the prior acceptance of the TSXV.

Disinterested Shareholder approval will be sought in respect of any material amendment to the 2022 Plan. The re-approval of the 2022 Plan is subject to TSXV acceptance and if the TSXV finds the disclosure to Shareholders to be inadequate, Shareholder approval may not be accepted by the TSXV.

Shareholders will be asked at the Meeting to approve, with or without variation, the following ordinary resolution:

“BE IT RESOLVED THAT:

• (a) the Company’s 2022 stock option plan (the “ 2022 Plan ”) is hereby confirmed and re-approved, and in connection therewith a maximum of 10% of the issued and outstanding common shares at the time of each grant be approved for granting as options;

• (b) the board of directors of the Company be authorized in its absolute discretion to administer the 2022 Plan, and amend or modify the 2022 Plan in accordance with its terms and conditions and with the policies of the TSX Venture Exchange; and

• (c) any director or officer of the Company be authorized and directed to do all acts and things and to execute and deliver all documents required, as in the opinion of such director or officer may be necessary or appropriate in order to give effect to this resolution.”

A copy of the 2022 Plan is available at the office of the Company at 333 Duckworth Street, St. John’s, NL, A1C 1G9, until the business day immediately preceding the date of the Meeting, and a copy will also be made available at the Meeting.

Proxies received in favour of management will be voted in favour of the approval of the 2022 Plan, unless the Shareholder has specified in their Proxy that their Common Shares are to be voted against such resolution.

EXECUTIVE COMPENSATION

For the purposes of this statement of executive compensation:

“ CEO ” means the Company’s chief executive officer;

• “ CFO ” means the Company’s chief financial officer;

• “ Named Executive Officer ” or “ NEO ” means:

• (a) a CEO;

• (b) a CFO;

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• (c) the most highly compensated executive officer, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was more than $150,000 for that financial year; and

• (d) each individual who would be a NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Company, nor acting in a similar capacity, at the end of that financial year.

As at December 31, 2024, the end of the most recently completed financial year of the Company, the Company had two NEOs, whose names and positions held within the Company are set out in the summary compensation table below.

Director and Named Executive Officer Compensation

The following table is a summary of compensation awarded to, earned by, paid to, or payable to the NEO and directors of the Company for the two most recently completed financial years.

(1) All compensation paid to Patrick Laracy is in connection with his positions as CEO, President and Director of the Company.

(2) Relates to a payout of unused accumulated vacation.

(3) Mr. Laracy was on payroll until June 23, 2023 ($82,500) and subsequently his services were provided through a management services agreement with Triassic Properties Ltd. ($82,500).

(4) Ms. Russell’s salary was split part time in 2023.

There was no compensation awarded to, earned by, paid to, or payable to, an NEO or director of the Company, in any capacity with respect to the Company, by another person or company during 2024.

Stock Options and Other Compensation Securities

The following table contains information on compensation securities that were granted or issued to the directors and NEOs of the Company by the Company in the most recently completed financial year for services provided or to be provided, directly or indirectly, to the Company.

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(1) Patrick Laracy held 3,300,000 compensation securities on the last day of the most recently completed financial year.

(2) Gillian Russell held 100,000 compensation securities on the last day of the most recently completed financial year.

(3) Philip E. Collins held 1,000,000 compensation securities on the last day of the most recently completed financial year.

(4) Carson Noel held 700,000 compensation securities on the last day of the most recently completed financial year.

(5) Fraser Edison held 1,400,000 compensation securities on the last day of the most recently completed financial year.

There was no grant of options in 2024.

No compensation securities were exercised by a director or NEO during the Company’s most recently completed financial year.

Stock Option Plans and Other Incentive Plans

See “ Re-Approval of 2022 Stock Option Plan ” above for the material terms of the 2022 Plan. The 2022 Plan was previously approved by the Shareholders on November 1, 2024. The 2022 Plan is “rolling up to 10% plan” plan that is required to be approved by the Shareholders annually pursuant to the TSXV policies. At the meeting, Shareholders will be asked to consider re-approving the 2022 Plan.

Employment, Consulting and Management Agreements

Other than disclosed herein, the Company does not have any agreement or arrangement under which compensation was provided during the financial year ended December 31, 2024 or is payable in respect of services provided to the Company or any of its subsidiaries that were performed by a director or a NEO, or performed by any other party but are services typically provided by a director or a NEO.

On March 1, 2014, the Company entered into a management employment agreement with Patrick Laracy, President and CEO of the Company pursuant to which Mr. Laracy provides executive officer services to the Company. The agreement provides that in the event of termination of employment without just cause, or a change in control of the Company, the Company will pay an amount of $330,000 to the CEO (which equates to two times his normal annual salary as of the date of the employment agreement). Effective June 24, 2023, Mr. Laracy provides his services to the Company through a management consulting agreement between Triassic Properties Ltd. (“Triassic”) (a corporation controlled by Mr. Laracy) and the Company on terms similar to the March 1, 2014 agreement.

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Pursuant to the management consulting agreement, Triassic receives annual compensation of $165,000. The Company is not responsible for providing any employee benefits or costs but Mr. Laracy may participate in the Company’s health benefit plans. The management consulting agreement does not provide for any annual performance bonus payments or similar short-term incentive but does provide participation in the stock option plan.

The management consulting agreement may be terminated on three months written notice by Triassic, and upon written notice by the Company.

Oversight and Description of Director and Named Executive Officer Compensation

The objective of the Company’s compensation program is to compensate the executive officers for their services to the Company at a level that is both in line with the Company’s fiscal resources and competitive with companies at a similar stage of development.

The Company compensates its executive officers based on their skill, qualifications, experience level, level of responsibility involved in their position, the existing stage of development of the Company, the Company’s resources, industry practice and regulatory guidelines regarding executive compensation levels.

The Board has implemented three levels of compensation to align the interests of the executive officers with those of the Shareholders. First, executive officers may be paid a monthly consulting fee or salary. Second, the Board may award executive officers long-term incentives in the form of stock options. Finally, and only in special circumstances, the Board may award cash or share bonuses for exceptional performance or accomplishments. The Company provides health benefits but it does not provide pension or other benefits to the executive officers.

The base compensation of the executive officers is reviewed and set annually by the Board, acting on behalf of recommendations from the Company’s compensation committee (the “ Compensation Committee ”). The Board from time to time will determine the stock option grants to be made pursuant to the Company’s Plan. Previous grants of stock options are taken into account when considering new grants. The Board awards bonuses at its sole discretion. The Board does not have pre-existing performance criteria or objectives for bonus awards.

The director fees are set by the Board, acting on behalf of recommendations from the Company’s compensation committee. The Board from time to time will determine the stock option grants to be made pursuant to the Company’s plan. Previous grants of stock options are taken into account when considering new grants.

Compensation for the most recently completed financial year should not be considered an indicator of expected compensation levels in future periods. All compensation is subject to and dependent on the Company’s financial resources and prospects.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out information as at the end of the Company’s most recently completed financial year with respect to compensation plans under which equity securities of the Company are authorized for issuance.

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INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of the directors, executive officers, employees, proposed nominees for election as directors or their associates, or any former executive officers, directors and employees of the Company or any of its subsidiaries, have been indebted to the Company or any of its subsidiaries since the beginning of the most recently completed financial year.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Since the commencement of the Company’s most recently completed financial year, no informed person of the Company (a director, officer or holder of 10% or more Common Shares) or nominee for election as a director of the Company, or any associate or affiliate of any informed person or proposed director has had any material interest, direct or indirect, in any transaction which has materially affected or would materially affect the Company or any of its subsidiaries.

MANAGEMENT CONTRACTS

Management functions of the Company or any of its subsidiaries are not to any substantial degree performed by anyone other than the directors or executive officers of the Company or subsidiary. See “ Employment, Consulting and Management Agreements ” above.

STATEMENT OF CORPORATE GOVERNANCE

Corporate Governance

Corporate governance relates to the activities of the Board, the members of which are elected by and are accountable to the Shareholders, and takes into account the role of the individual members of management who are appointed by the Board and charged with the day-to-day management of the Company. The Canadian Securities Administrators (“ CSA ”) have adopted National Policy 58-201 Corporate Governance Guidelines , which provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Company. In addition, the CSA has implemented National Instrument 58-101 - Disclosure of Corporate Governance Practices (“ NI 58-101 ”), which prescribes certain disclosure by the Company of its corporate governance practices. This disclosure is presented below.

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Board of Directors

The Board currently consists of four members, Patrick Laracy, Philip E. Collins, Carson Noel and Fraser Edison, and it is proposed that all individuals be nominated at the Meeting except for Mr. Collins. Mr. Mercer is a new nominee to the Board.

The Board has concluded that all director nominees except for Mr. Laracy, who is President and CEO, are “independent” for purposes of membership on the Board, as provided in NI 58-101.

The independent directors do not hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance. The Board facilitates open and candid discussion among its independent directors through collective communication among its directors and management.

Other Directorships

The following table sets forth the directors of the Company who are directors of other reporting issuers:

Orientation and Continuing Education

Orientation of new members of the Board is conducted informally by management and members of the Board. The Company has not adopted formal policies respecting continuing education for Board members. New Board members are provided with:

1. information respecting the functioning of the Board, committees and copies of the Company’s corporate governance policies;

2. access to recent, publicly filed documents of the Company, technical reports and the Company’s internal financial information;

3. access to management, technical experts and consultants; and

4. a summary of significant corporate and securities responsibilities.

Ethical Business Conduct

The Board has not adopted a formal code of business conduct and ethics. The Board views good corporate governance as an integral component to the success of the Company and to meet responsibilities to Shareholders. The Board has instructed its management and employees to abide by ethical business practices.

The Audit Committee has adopted a Whistle Blower Policy which establishes a procedure for any person to report any serious concern regarding business ethics related to the Company as well as any serious concern regarding any questionable accounting, internal accounting controls or auditing matter.

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Nomination of Directors

The Board has responsibility for identifying potential Board candidates. The Board assesses potential Board candidates to fill perceived needs on the Board for required skills, expertise, independence and other factors.

The Board has not established a nominating committee; this function is currently performed by the Board as a whole. The Board encourages an objective nomination process through collective communication among the directors.

Compensation

The Company has a Compensation Committee. The current members of the Compensation Committee are Carson Noel and Philip E. Collins, both of whom are independent directors. The Compensation Committee has responsibility for determining compensation for the directors and senior management, including the allocation of stock options and making recommendations of such compensation to the Board.

Board Committees

The Board has no committees other than the Audit Committee and the Compensation Committee.

Assessments

The Board annually, and at such other times as it deems appropriate, reviews the performance and effectiveness of the Board, the directors and its committees to determine whether changes in size, personnel or responsibilities are warranted. To assist in its review, the Board conducts informal surveys of its directors and receives a report from the Audit Committee respecting its effectiveness. As part of the assessments, the Board or the Audit Committee may review their respective mandate or charter and conduct reviews of applicable corporate policies.

AUDIT COMMITTEE

Audit Committee Disclosure

Pursuant to section 171 of the Business Corporations Act (Alberta) and National Instrument 52-110 - Audit Committees (“ NI 52-110 ”) the Company is required to have an audit committee (the “ Audit Committee ”) comprising not less than three directors, a majority of whom are not officers, control persons or employees of the Company or an affiliate of the Company. NI 52-110 requires the Company as a venture issuer, to disclose annually in its information circular certain information concerning the constitution of its audit committee and its relationship with its independent auditor, as set forth below.

The primary function of the Audit Committee is to assist the Board in fulfilling its financial oversight responsibilities by: (i) reviewing the financial reports and other financial information provided by the Company to regulatory authorities and Shareholders; (ii) reviewing the systems for internal corporate controls which have been established by the Board and management; and (iii) overseeing the Company’s financial reporting processes generally. In meeting these responsibilities, the Audit Committee monitors the financial reporting process and internal control system; reviews and appraises the work of external auditors and provides an avenue of communication between the external auditors, senior management and the Board. The Audit Committee is also mandated to review and approve all material related party transactions.

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Audit Committee Charter

The Company has adopted a Charter of the Audit Committee, a copy of which is annexed hereto as Schedule “A”.

Composition of the Audit Committee

The Audit Committee is currently comprised of the following members: Philip E. Collins, Fraser Edison, and Carson Noel. Upon the election of directors of Vulcan Minerals, it is anticipated that Peter Mercer will replace Philip E. Collins on the Audit Committee. Peter Mercer, Philip E. Collins, Fraser Edison and Carson Noel are considered to be independent. In addition, each member of the Audit Committee is considered to be financially literate as defined by NI 52-110 in that they have the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by the Company’s financial statements.

The members of the Audit Committee are elected by the Board at its first meeting following the annual shareholders’ meeting. Unless a chair is elected by the full Board, the members of the Audit Committee designate a chair by a majority vote of the full Audit Committee membership.

Relevant Education and Experience

Philip E. Collins – Mr. Collins is ‘financially literate’ within the meaning of NI 52-110 due to his previous experience as a senior executive of public companies.

Fraser Edison – Mr. Edison is ‘financially literate’ within the meaning of NI 52-110 due to his experience as President of Rutter Inc., previously a public company. In addition, Fraser Edison was past CEO of Rutter Inc., past chair of the Audit Committee, past Chairman of Newfoundland and Labrador Liquor Corporation, past chair of St. John’s Airport Authority and is a Board Member of Newfoundland and Labrador Hydro, a member of the Newfoundland and Labrador Hydro Governance Committee and Board Member of Newfoundland and Labrador Hydro Marketing.

Carson Noel – Mr. Noel is ‘financially literate’ within the meaning of NI 52-110 by virtue of his past experience as a senior executive of a public company as well as his experience as a lawyer. In addition to having practiced corporate and commercial law in NL, he has a Bachelor of Commerce and a Master of Business Administration (MBA) (accounting and finance concentration) and he has worked with auditing firms in financial statement preparation and audits in addition to having maintained a private company’s ($10M Sales) accounting. He has over 12 years’ experience on three public company audit committees and is currently a Director at Large for Governance on the Canadian Institute of Mining Metallurgy and Petroleum (CIM) NL Branch.

Peter Mercer – Mr. Mercer is ‘financially literate’ within the meaning of NI 52-101 due to his experience as an independent director on various publicly listed companies, chairing Corporate Governance and Compensation Committees and contributing to audit and technical oversight. Mr. Mercer is Vice President, Advanced Projects for American Pacific Mining Corp. and President of Constantine North Inc. and is a registered Professional Geoscientist who is recognized for enabling responsible resource development and sustainable value creation through strong technical leadership, operational improvement, financial discipline, and collaborative engagement.

Audit Committee Oversight

Since the commencement of the Company’s most recently completed financial year, the Board has not failed to adopt a recommendation of the Audit Committee to nominate or compensate an external auditor.

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Reliance on Certain Exemptions

Since the effective date of NI 52-110, the Company has not relied on the exemptions contained in sections 2.4 ( De Minimis Non-Audit Services ), subsection 6.1.1(4) ( Circumstance Affecting the Business or Operations of the Venture Issuer ), subsection 6.1.1(5) ( Events Outside Control of Member ), subsection 6.1.1(6) ( Death, Incapacity or Resignation ), or under Part 8 ( Exemption ) of NI 52-110.

Pre-approval Policies and Procedures

The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services. Subject to the requirements of NI 52-110, the engagement of non-audit services is considered by the Board, and where applicable the Audit Committee, on a case-by-case basis.

External Auditor Service Fees

In the following table, “audit fees” are fees billed by the Company’s external auditor for services provided in auditing the Company’s annual financial statements for the subject year. “Audit-related fees” are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements. “Tax fees” are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning. “All other fees” are fees billed by the auditor for products and services not included in the foregoing categories.

The fees paid by the Company to its auditor in each of the last two fiscal years, by category, are as follows:

Exemption

The Company is relying on section 6.1 of NI 52-110 which provides that the Company, as a venture issuer, is not required to comply with Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.

OTHER BUSINESS

As of the date of this Information Circular, management of the Company knows of no other matters to be acted upon at the Meeting. However, should any other matters properly come before the Meeting, the Common Shares represented by the Proxy solicited hereby will be voted on such matters in accordance with the best judgment of the Proxyholder.

ADDITIONAL INFORMATION

Additional information relating to the Company is available under its profile on the SEDAR+ website at www.sedarplus.ca. Financial information is provided in the Company’s comparative annual financial statements and management’s discussion and analysis for its most recently completed financial year, and available under the Company’s SEDAR+ profile online at www.sedarplus.ca. Shareholders may request additional copies by mail to Vulcan Minerals Inc., 333 Duckworth Street, St. John’s, NL, A1C 1G9.

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DIRECTORS’ APPROVAL

The contents and the sending of the Notice of Meeting and this Information Circular have been approved by the Board.

ON BEHALF OF THE BOARD OF DIRECTORS

(signed) “Patrick Laracy”

______ Patrick Laracy President, Chief Executive Officer and Director

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SCHEDULE “A”

Charter of the Audit Committee of the Board of Directors of Vulcan Minerals Inc. (the “Company”)

The Company’s Audit Committee Charter provides as follows:

• recommend to the board of directors the external auditor to be nominated for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company;

• recommend to the board of directors the compensation of the external auditor;

• assume direct responsibility for overseeing the work of the external auditor engaged for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company, including the resolution of disagreements between management and the external auditor regarding financial reporting;

• pre-approve all non-audit services to be provided to the Company or its subsidiary entities by the Company’s external auditor;

• review the Company’s financial statements, management discussion and analysis and annual and interim earnings press releases before the Company publicly discloses this information;

• be satisfied that adequate procedures are in place for the review of the Company’s public disclosure of financial information extracted or derived from the Company’s financial statements, other than the public disclosure stated immediately above and periodically assess the adequacy of those procedures;

• establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters, establish procedures for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters; and

• review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Company.

A-1